SEC NEWS DIGEST Issue 2003-96 May 20, 2003 COMMISSION ANNOUNCEMENTS CHAIRMAN DONALDSON TO TESTIFY Chairman William H. Donaldson will testify before the House Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises concerning hedge funds on Thursday, May 22. The hearing where this testimony will be delivered will begin at 10:00 A.M. in Room 2128 of the Rayburn House Office Building. COMMISSION MEETINGS CLOSED MEETING - TUESDAY, MAY 27, 2003 - 2:00 P.M. The subject matter of the Closed Meeting scheduled for Tuesday, May 27, 2003 will be Institution and settlement of administrative proceedings of an enforcement nature; Institution and settlement of injunctive actions; Consideration of amicus participation; and Formal orders of investigation. OPEN MEETING - WEDNESDAY, MAY 28, 2003 - 10:00 A.M. The subject matter of the Open Meeting scheduled for Wednesday, May 28, 2003 will be 1. The Commission will consider whether to adopt new rule 3a-8 under the Investment Company Act of 1940 that would provide a nonexclusive safe harbor from the definition of investment company for certain bona fide research and development companies. 2. The Commission will consider whether to adopt rules that were proposed in Release No. 33-8138 (Oct. 22, 2002) [67 FR 66208] regarding Section 404 of the Sarbanes-Oxley Act of 2002 and rules proposed in Release 33-8212 (March 21,2003) [68 FR 15600] regarding Sections 302 and 906 of the Sarbanes-Oxley Act. The rules to implement Section 404 of the Sarbanes-Oxley Act of 2002 would require a public company, other than registered investment companies, to include in their annual reports a report of management on the company's internal control over financial reporting. Under the rules, the registered public accounting firm that audited the company's financial statements included in the annual report must issue an attestation report on management's assessment of the company's internal control over financial reporting. Companies would be required to file the registered public accounting firm's attestation report as part of the annual report. In addition, the rules add a requirement that management evaluate, as of the end of each fiscal quarter, any change in the company's internal control over financial reporting that occurred during such quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. The Commission will also consider whether to adopt amendments to the rules and forms under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 to require issuers to provide the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to the periodic reports to which they relate. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted, or postponed, please contact the Office of the Secretary at (202) 942-7070. RULES AND RELATED MATTERS IMPROPER INFLUENCE ON CONDUCT OF AUDITS The Commission adopted amendments to Regulation 13B2 that implement Section 303 of the Sarbanes-Oxley Act of 2002. The new rules prohibit officers and directors of an issuer, and persons acting under the direction of an officer or director, from coercing, manipulating, misleading, or fraudulently influencing the auditor of the issuer's financial statements if that person knew or should have known that such action could render the financial statements materially misleading. For further information, please contact Robert Burns, Office of the Chief Accountant, at (202) 942-4400. (Rels. 34-47890; IC-26050; FR-71; File No. S7-39-02) ENFORCEMENT PROCEEDINGS NANO WORLD PROJECTS CORPORATION STOCK REGISTRATION REVOKED The registration of the stock of Nano World Projects Corporation (Nano World) has been revoked by an administrative law judge. The revocation was ordered in Administrative Proceeding No. 3-11066, In the Matter of Nano World Projects Corporation. Nano World failed to file all periodic reports required of a public company by Section 13(a) of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11, and 13a-13. Thus, it violated the periodic reporting requirements of the federal securities laws that require public corporations to publicly disclose current, accurate financial information. (Initial Decision Release No. 228; File No. 3-11066) SEC SETTLES WITH CONVICTED HEDGE FUND OPERATOR DAVID MOBLEY, BARS HIM FROM THE INVESTMENT ADVISORY BUSINESS On May 20, the Securities and Exchange Commission announced a settlement with David M. Mobley, Sr., age 47, the hedge fund adviser it charged with defrauding investors of $59 million for a seven-year period during the 1990s, and with diverting investor funds to pay for his luxurious lifestyle. Subject to the approval of the U.S. district court hearing the Commission's civil action against Mobley, the settlement would enjoin Mobley from violating the antifraud provisions of the federal securities laws. Separately, the Commission would bar Mobley from the investment advisory business. The Commission filed its civil action against Mobley in February 2000 and obtained an emergency asset freeze and preliminary injunction. In addition, the court appointed a receiver to take possession of Mobley's and his hedge funds' assets, to search for hidden assets, and to redistribute funds to defrauded investors. In July 2001, in a related action brought by the U.S. Attorney's Office for the Middle District of Florida, Mobley pleaded guilty to eight felony counts for his fraudulent scheme, was sentenced to seventeen and a half years' imprisonment, and was ordered to pay $76.2 million in restitution. Mobley is currently in prison. In the settlement announced today, Mobley consented, without admitting or denying the Commission's allegations, to the entry of a final judgment that (1) permanently enjoins him from violating Section 17(a) of the Securities Act of 1933; Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5; and Sections 206(1) and 206(2) of the Investment Advisers Act, and (2) orders him to disgorge $38.96 million, with that obligation deemed satisfied by Mobley's previous disgorgement of that amount of funds and other assets to the receiver. Also today, with Mobley's consent, the Commission issued an order barring him from being associated with any investment adviser, pursuant to Section 203(f) of the Investment Advisers Act. (Rel. IA-2131; File No. 3-11130) SEC OBTAINS $534,408 OF DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTY AGAINST FORMER UCLA STUDENT AND RELATIVES IN INTERNET STOCK MANIPULATION CASE On May 12, the Honorable Consuelo B. Marshall, Chief Judge for the United States District Court for the Central District of California, issued a final judgment imposing a total of $534,408.72 in disgorgement, prejudgment interest, and civil penalties against a defendant and two relief defendants in an internet manipulation case. The defendant is Refael Shaoulian, a twenty-six year-old graduate of UCLA. The relief defendants are Samuel Shaoulian and Rabin Shaoulian, Refael Shaoulian's father and brother, respectively. The Commission had charged in its complaint that while Refael Shaoulian was a student at UCLA he and others had manipulated the prices of five microcap stocks by posting hundreds of false messages about the stocks on internet bulletin boards and chat rooms. The Commission alleged that through this conduct Refael Shaoulian had violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission further alleged that Refael Shaoulian had shared his illegal profits with his father and brother. Refael Shaoulian had previously consented to the entry of a permanent injunction against future violations of Exchange Act Section 10(b) and Rule 10b-5. The Commission charged that Refael Shaoulian had obtained $410,111.34 of illicit profits through his fraud, and that the Shaoulians had commingled those profits among twenty-one bank and brokerage accounts they controlled. The Commission alleged further that the three Shaoulians had used the profits from Refael Shaoulian's stock manipulations to finance further stock trading and to pay personal and business expenses. The defendant and the relief defendants maintained that in the calculation of any disgorgement award they should be given credit for income taxes they had paid on the ill-gotten gains. They also argued that they should be given credit for the amount by which the value of the assets in several of their brokerage accounts had declined after the accounts were frozen by the Court. Judge Marshall rejected the defendants' arguments. With respect to the decline in the value of their brokerage accounts, the Judge ruled that in a Commission enforcement action the amount to be disgorged by a defendant is the entire amount of the defendant's ill-gotten gains, and that there are no exceptions for situations in which a defendant's assets have declined after a court-ordered asset freeze. As for the defendants' income taxes, Judge Marshall ruled that the use of illegally obtained funds to make expenditures for a defendant is to be counted against the defendant, precisely because he or she benefited from those expenditures. Judge Marshall ordered the defendant and the two relief defendants jointly and severally to pay $410,111.34 in disgorgement, together with $114,297.38 in prejudgment interest. The Judge additionally ordered Refael Shaoulian, who is unemployed, personally to pay a $10,000 civil penalty. [SEC v. Refael Shaoulian, defendant, and Samuel Shaoulian and Rabin Shaoulian, relief defendants, Civ. No. 00-004614 CBM, Manx, C.D. Calif.] (LR-18146) IN WORLDCOM CASE, SEC FILES PROPOSED SETTLEMENT OF CLAIM FOR CIVIL PENALTY; PROPOSED SETTLEMENT IS SUBJECT TO APPROVAL OF BOTH DISTRICT COURT AND BANKRUPTCY COURT On May 19, the Commission filed a proposed settlement in its civil action against WorldCom Inc. in federal district court in the Southern District of New York. The proposed settlement, which is subject to the approval of both the District Court hearing the Commission's action against WorldCom and the Bankruptcy Court handling WorldCom's bankruptcy case, provides for a judgment in the Commission's action requiring WorldCom to pay a civil penalty of $1,510,000,000. As a result of the company's pending bankruptcy case, the proposed settlement provides for satisfaction of the Commission's judgment by WorldCom's payment, after review and approval of the terms of the settlement by the bankruptcy court, of $500,000,000. Under the terms of the proposed settlement, the funds paid by WorldCom in satisfaction of the Commission's judgment will be distributed to victims of the company's fraud, pursuant to Section 308 (Fair Funds For Investors) of the Sarbanes-Oxley Act of 2002. Today the District Court reserved decision on the settlement, and issued an order requiring the parties to provide more information about a number of issues. The order further invites any others with interest in the case to file written comments with the Clerk of the District Court by 5 p.m. on June 6, 2003. The Court will convene a conference with the parties on June 11 at 4 p.m. to discuss where the case should go from there, and will not approve a settlement before that date. The Court will not, however, accept oral presentations from non-parties. The Commission has alleged that WorldCom misled investors by overstating its income from at least as early as 1999 through the first quarter of 2002, as a result of undisclosed and improper accounting. (LR-17829). The Commission filed its case against WorldCom on June 26, 2002, the day after WorldCom announced that it intended to restate its financial results for five quarters-all quarters in 2001 and the first quarter of 2002. (LR-17588). The Commission also sought the appointment of a corporate monitor for WorldCom, and on July 3, 2002, U.S. District Judge Jed S. Rakoff appointed former SEC Chairman Richard Breeden to that position. Since the Commission filed its action against WorldCom, the company has made a series of announcements expanding its anticipated financial restatement due to the fraud, both in dollar amount and in time. WorldCom has acknowledged that, as a result of undisclosed and improper accounting, it materially overstated the income it reported on its financial statements by approximately $9 billion. On Nov. 26, 2002, the Commission obtained a judgment against WorldCom through which the Commission obtained the full injunctive relief it sought against WorldCom. In addition, the judgment ordered WorldCom to undertake extensive reviews of its corporate governance and internal controls, as well as required WorldCom to establish a training and education program for WorldCom officers and employees to minimize the possibility of future violations of the federal securities laws. The Nov. 26, 2002 judgment explicitly left open the determination of monetary penalties to be imposed on WorldCom (LR-17866). In addition, the Commission has brought civil actions against four former employees of WorldCom. The Commission filed civil actions against former WorldCom Controller David F. Myers on Sept. 26, 2002; former WorldCom Director of General Accounting Buford "Buddy" Yates, Jr., on Oct. 7, 2002; and Betty L. Vinson and Troy M. Normand, former accountants in the WorldCom's General Accounting Department, on Oct. 10, 2002. All four defendants consented to court orders enjoining them from future violations of the federal securities laws, and, in the case of Myers and Yates, prohibiting them from serving as an officer or director of any public company. See LR-17753 (Myers), LR-17771 (Yates), and LR- 17783 (Vinson and Normand)). In addition, Myers, Yates and Vinson agreed to be suspended from appearing or practicing before the Commission as accountants (Rels. 34-46962, 34-46963 and 34-46964). The civil actions against the four individuals are still pending as to monetary relief. In determining to enter into the settlement announced today, the Commission considered remedial acts promptly undertaken by WorldCom and cooperation afforded the Commission staff. The Commission acknowledges the assistance and cooperation of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation. The Commission's investigation into the fraud at WorldCom is continuing. [SEC v. WorldCom Inc., Civil Action No. 02- CV-4963, SDNY, JSR] (LR-18147; AAER-1785) SEC SUES INSIDER WHO TRADED COMPANY STOCK FOR HIS PARENTS PRIOR TO MERGER ANNOUNCEMENT The Commission announced today that it filed a complaint against David F. Carvajal of Watchung, New Jersey, a former senior vice president at Hotjobs.com, Inc., for illegally trading in his parents' brokerage accounts on material, nonpublic information that Hotjobs.com was to be acquired by TMP Worldwide, Inc. before a public announcement in June 2001. The Commission alleged that Carvajal, who had been managing his parents' investments, learned of the merger negotiations in the course of his employment and capitalized on that information on behalf of his parents, Alonso and Beatriz Carvajal of Bay Shore, New York, who gained $10,491.52 in illicit profits. The Commission also announced that it has reached a settlement with Carvajal. Carvajal has consented, without admitting or denying the allegations of the Commission's complaint, to the entry of a final judgment that (1) permanently enjoins Carvajal from future violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, (2) orders Carvajal to disgorge the $10,491.52 in profits and to pay prejudgment interest in the sum of $923.35, and (3) orders Carvajal to pay a civil penalty of $20,983.04, a sum that is equal to twice his parents' ill-gotten gains. The Commission has submitted the proposed final consent judgment to the United States District Court for the Southern District of New York. According to the complaint, on or about May 31, 2001, Carvajal learned from another high-ranking officer that Hotjobs.com was involved in confidential negotiations to be acquired by TMP Worldwide. On June 7, 2001, he used cash in a money market fund in his parents' joint brokerage account to buy 2,000 shares of Hotjobs.com shares in anticipation of a price increase at the time the transaction was announced. He also liquidated securities in his father's individual retirement account to purchase 120 shares of Hotjobs.com, also in anticipation of a price increase at the time of the public announcement. Carvajal's parents, who had given him trading authority in their accounts, did not learn of the purchases until they received their monthly account statements. On June 29, 2001, TMP Worldwide announced its plans to acquire Hotjobs.com, causing the stock price to jump approximately 19 percent. Carvajal sold the shares he bought for his parents and realized a profit of $10,491.52 in their two accounts. By these actions, Carvajal violated the antifraud provisions of the Exchange Act. [SEC v. David F. Carvajal, 03-CIV-3626, JGK, S.D.N.Y.] (LR-18148) SEC SETTLES CLAIMS INVOLVING INSIDER TRADING AND BARS TWO BROKERS FROM THE INDUSTRY The Commission announced that the Honorable Victor Marrero of the United States District Court for the Southern District of New York entered Settled Final Judgments of permanent injunction and other relief against defendants Chad L. Conner (Conner) and Gordon K. Allen, Jr. (Allen) of Bowling Green, Kentucky on Feb. 10, 2003, and Feb. 13, 2003, respectively. These judgments settle the Commission's claims against these two defendants in a civil action filed by the Commission on March 14, 2000, alleging that from 1997 through January 2000, these defendants and others engaged in a widespread insider trading scheme that produced over $8 million in illegal profits from trading in the securities of twenty-three public companies. The Commission's complaint alleged that John Freeman, a temporary word- processing employee at Goldman Sachs & Co., Inc. and later Credit Suisse First Boston, tipped a number of defendants about merger and acquisition transactions involving clients of those investment banking firms. The complaint alleges that Freeman gave non-public information on the pending deals to James Cooper in an Internet chat room. Cooper tipped several persons, including his broker, Conner. Conner traded in advance of one transaction and realized profits of $2,752. Conner also provided tips to several persons who traded and realized profits of $3,581,573 collectively. One of the persons tipped by Conner was his client, Allen. Allen purchased securities in advance of sixteen transactions and realized profits of $895,713. Allen also provided tips to several persons who traded and realized profits of $262,975 collectively. During the relevant period, Conner and Allen were registered representatives of different broker-dealers. Conner was also associated with an investment adviser. Without admitting or denying the allegations in the complaint, the defendants consented to the entry of Final Judgments that permanently enjoin them from future violations of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder, which are antifraud provisions. Conner was ordered to pay disgorgement in the amount of $3,584,325 with prejudgment interest in the amount of $894,808, but payment of the full amount was waived based upon his sworn Statement of Financial Condition, and a civil penalty was not imposed for the same reason. Allen was ordered to pay disgorgement in the amount of $1,158,688 with prejudgment interest in the amount of $386,850, but payment of all but $32,169 of disgorgement and prejudgment interest was waived based upon his sworn Statement of Financial Condition, and a civil penalty was not imposed for the same reason. Conner and Allen were both found guilty after a criminal trial that was prosecuted by the United States Attorney's Office for the Southern District of New York. Conner was sentenced on October 18, 2002 to fifty months incarceration, three years supervised probation, and an $8,400 special assessment. Allen was sentenced on October 18, 2002 to forty months incarceration, three years supervised probation, and a $3,800 special assessment. Based on the final judgments and criminal convictions, on May 19, 2003, the Commission issued administrative orders barring Conner from association with any broker, dealer, or investment adviser, and barring Allen from association with any broker or dealer. See also LR- 16469 (March 14, 2000); LR-17267 (Dec. 12, 2001); LR-17501 (May 2, 2002); and LR-17912 (Jan. 2, 2003). [SEC v. John Freeman, James Cooper, Benton Erskine, Anthony Seminara, Norman Lehrman, Linda Karlsen, Timothy Siemers, Norman Grossman, Lawrence Schwartz, Michael Akva, Robert Fricker, Richard Zelman, Bradley Burke, Benjamin Cooper, Chad L. Conner, Deon Benson, Gordon K. Allen, Jr., Jon Geibel, and William H. Borders II, 00 Civ. 1963, VM, Southern District of New York] (LR-18149; In the Matter of Chad L. Conner, Rels. 34- 47886; IA-2130; File No. 3-11127; In the Matter of Gordon K. Allen, Jr., Rel. 34-47887; File No. 3-11128) INVESTMENT COMPANY ACT RELEASE SEI INDEX FUNDS, ET AL. An order has been issued on an application filed by SEI Index Funds, et al., under Section 12(d)(1)(J) of the Investment Company Act granting an exemption from Sections 12(d)(1)(A) and (B), under Sections 6(c) and 17(b) of the Act granting an exemption from Section 17(a) of the Act, and under Section 17(d) of the Act and Rule 17d-1 under the Act permitting certain joint transactions. The order permits certain registered management investment companies to invest uninvested cash and cash collateral in affiliated money market funds in excess of the limits in Sections 12(d)(1)(A) and (B) of the Act. (Rel. IC-26048 - May 19) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the American Stock Exchange (SR-Amex- 2003-43) relating to amendments to Rules 575, 576, 577, and 585 and Sections 721, 722, 723, and 725 of the American Stock Exchange Company Guide to allow authorized state-registered investment advisers to receive and vote proxy materials on behalf of beneficial owners has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of May 19. (Rel. 34-47882) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-Amex-2003-37) submitted by the American Stock Exchange LLC relating to trust certificates linked to a basket of investment grade fixed income securities. Publication of the notice is expected in the Federal Register during the week of May 19. (Rel. 34-47884) PROPOSED RULE CHANGE The NASD, through its subsidiary, The Nasdaq Stock Market, filed a proposed rule change (SR-NASD-2003-72) and Amendment No. 1 thereto, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, to reduce the non-directed order maximum response time for Order-Delivery ECNs in Nasdaq's SuperMontage system. (Rel. 34-47883) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change and Amendment Nos. 1, 2, 3 and 4 (SR-Amex-2001-92) submitted under Section 19(b)(1) of the Securities Exchange Act of 1934 by the American Stock Exchange to simplify the manner in which a Contrary Exercise Advice is submitted and to extend by one hour the time for members to submit Contrary Exercise Advices. (Rel. 34-47885) The Commission approved a proposed rule change submitted under Section 19(b)(1) and Rule 19b-4 of the Securities Exchange Act of 1934 by the Municipal Securities Rulemaking Board (SR-MSRB-2003-02), which eliminates the trade threshold on the Daily Report to make all trades reported on a trade visible on a T+l basis. The Commission's approval order is expected to be published in the Federal Register during the week of May 27. (Rel. 34-47888) WITHDRAWAL A notice has been issued giving interested persons until June 12, 2003 to comment on the application of Atlantic Premium Brands, Ltd., to withdraw its common stock, $.0l par value, from listing and registration on the American Stock Exchange. (Rel. 34-47889) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . N-2 BLACKROCK MANAGED DURATION TRUST, 40 E 52ND ST, NEW YORK, NY, 10022, 2127545300 - 50,000 ($1,000,000.00) Equity, (File 333-105352 - May. 19) (BR. 22) S-8 MULTI TECH INTERNATIONAL CORP, 760 KILLIAN ROAD, AKRON, OH, 44319, 3307855555 - 2,330,000 ($233,000.00) Equity, (File 333-105353 - May. 19) (BR. 09) S-4 DUKE ENERGY CORP, 526 SOUTH CHURCH STREET, CHARLOTTE, NC, 28202, 7045940887 - 0 ($500,000,000.00) Non-Convertible Debt, (File 333-105354 - May. 19) (BR. 02) S-8 APPLIED MATERIALS INC /DE, 3050 BOWERS AVE, SANTA CLARA, CA, 95054-3299, 4087275555 - 300,000 ($4,383,000.00) Equity, (File 333-105355 - May. 19) (BR. 36) S-4 NORTHWEST AIRLINES CORP, 2700 LONE OAK PKWY, EAGAN, MN, 55121, 6127262111 - 0 ($576,435,000.00) Face Amount Certificates, (File 333-105356 - May. 19) (BR. 05) S-3 VERINT SYSTEMS INC, 234 CROSSWAYS PARK DRIVE, WOODBURY, NY, 11797, 5166777300 - 0 ($115,862,500.00) Equity, (File 333-105358 - May. 19) (BR. 03) S-8 PLACER DOME INC, 1055 DUNSMUIR ST STE 1600, PO BOX 49330 BENTALL POSTAL STATION, VANCOUVER BC CANADA, A1, 6046827082 - 7,000,000 ($75,145,000.00) Equity, (File 333-105360 - May. 19) (BR. 04) S-8 ANHEUSER BUSCH COMPANIES INC, ONE BUSCH PL, ST LOUIS, MO, 63118-1852, 3147656565 - 10,000,000 ($513,300,000.00) Equity, (File 333-105362 - May. 19) (BR. 02) S-8 ANHEUSER BUSCH COMPANIES INC, ONE BUSCH PL, ST LOUIS, MO, 63118-1852, 3147656565 - 300,000 ($15,247,500.00) Equity, (File 333-105363 - May. 19) (BR. 02) S-8 ANHEUSER BUSCH COMPANIES INC, ONE BUSCH PL, ST LOUIS, MO, 63118-1852, 3147656565 - 16,000,000 ($813,200,000.00) Equity, (File 333-105364 - May. 19) (BR. 02) S-8 ADVANCED ENERGY INDUSTRIES INC, 1625 SHARP POINT DR, FT COLLINS, CO, 80525, 9702214670 - 0 ($33,897,500.00) Equity, (File 333-105365 - May. 19) (BR. 36) S-8 ADVANCED ENERGY INDUSTRIES INC, 1625 SHARP POINT DR, FT COLLINS, CO, 80525, 9702214670 - 0 ($1,564,500.00) Equity, (File 333-105366 - May. 19) (BR. 36) S-8 ADVANCED ENERGY INDUSTRIES INC, 1625 SHARP POINT DR, FT COLLINS, CO, 80525, 9702214670 - 0 ($2,086,000.00) Equity, (File 333-105367 - May. 19) (BR. 36) S-8 RAE SYSTEMS INC, 1339 MOFFETT PARK DRIVE, SUNNYVALE, CA, 95112, 408-752-0723 - 0 ($5,426,970.00) Equity, (File 333-105368 - May. 19) (BR. 36) S-8 AMERICANA PUBLISHING INC, 303 SAN MATEO NE, SUITE 104A, ALBUQUERQUE, NM, 87108, 5052656121 - 20,000,000 ($200,000.00) Asset-Backed Securities, (File 333-105369 - May. 19) (BR. 05) S-8 OREGON PACIFIC BANCORP, 250,550 ($1,490,772.50) Equity, (File 333-105370 - May. 19) (BR. 07) N-2 SEI ABSOLUTE RETURN FUND LLC, ONE FREEDOM VALLEY DR, OAKS, PA, 19456, 6106761114 - 0 ($100,000,000.00) Limited Partnership Interests, (File 333-105371 - May. 19) (BR. 22) N-2 SEI OPPORTUNITY FUND LLC, ONE FREEDOM VALLEY DR, OAKS, PA, 19456, 6106761114 - 0 ($100,000,000.00) Limited Partnership Interests, (File 333-105372 - May. 19) (BR. 22) F-6 NOKIA CORP, KEILALAHDENTIE 4, P O BOX 226, ESPOO FINLAND, H9, 00000, 0358018071 - 1,400,000,000 ($70,000,000.00) Equity, (File 333-105373 - May. 19) (BR. 37) S-8 RATEXCHANGE CORP, 4153719800 - 1,050,124 ($336,039.68) Equity, (File 333-105375 - May. 19) (BR. 07) S-8 SCORES HOLDING CO INC, 150 EAST 58TH STREET, SUITE, NEW YORK, NY, 10022, 212-421-8480 - 300,000 ($69,000.00) Equity, (File 333-105377 - May. 19) (BR. 08) S-3 HOLLIS EDEN PHARMACEUTICALS INC /DE/, 4435 EASTGATE MALL, SUITE 400, SAN DIEGO, CA, 92121, 858-587-9333 - 50,000 ($342,000.00) Equity, (File 333-105378 - May. 19) (BR. 01) S-4 JO-ANN STORES INC, 5555 DARROW RD, HUDSON, OH, 44236, 2166562600 - 21,990,000 ($456,521,000.00) Equity, (File 333-105379 - May. 19) (BR. 02) S-8 APPLEBEES INTERNATIONAL INC, 4551 W 107TH ST STE 100, OVERLAND PARK, KS, 66207, 9139674000 - 2,500,000 ($71,537,500.00) Face Amount Certificates, (File 333-105380 - May. 19) (BR. 05) S-8 STRIDE RITE CORP, 191 SPRING STREET, LEXINGTON, MA, 02421, 6178246000 - 300,000 ($2,593,500.00) Other, (File 333-105381 - May. 19) (BR. 02) S-8 LIFETIME HOAN CORP, ONE MERRICK AVENUE, WESTBURY, NY, 11590, 5166836000 - 1,750,000 ($12,259,645.00) Equity, (File 333-105382 - May. 19) (BR. 06) S-8 REPUBLIC BANCORP INC, 1070 EAST MAIN STREET, OWOSSO, MI, 48867, 5177257337 - 0 ($7,728,000.00) Equity, (File 333-105383 - May. 19) (BR. 07) S-8 AOL TIME WARNER INC, 75 ROCKEFELLER PLAZA, NEW YORK, NY, 10019, 2124848000 - 200,000,000 ($2,630,000,000.00) Equity, (File 333-105384 - May. 19) (BR. 05) SB-2 ISONICS CORP, 5906 MCINTYRE STREET, GOLDEN, CO, 80403, 3032797900 - 0 ($6,797,947.00) Equity, (File 333-105385 - May. 19) (BR. 02) S-4 PLAYBOY ENTERPRISES INC, 680 NORTH LAKE SHORE DRIVE, CHICAGO, IL, 60611, 3127518000 - 0 ($115,000,000.00) Other, (File 333-105386 - May. 19) (BR. 05) S-8 ANGEION CORP/MN, 350 OAK GROVE PARKWAY, ST PAUL, MN, 55127, 6123152000 - 0 ($37,500.00) Equity, (File 333-105387 - May. 19) (BR. 36) S-1 MILLSTREAM ACQUISITION CORP, 435 DEVON PARK DRIVE BLDG 400, WAYNE, PA, 19087, 6102932511 - 0 ($60,180,100.00) Equity, (File 333-105388 - May. 19) (BR. ) S-8 GUILFORD PHARMACEUTICALS INC, 6611 TRIBUTARY ST, BALTIMORE, MD, 21224, 4106316300 - 0 ($4,819,057.02) Equity, (File 333-105389 - May. 19) (BR. 01) S-3 GENELABS TECHNOLOGIES INC /CA, 505 PENOBSCOT DR, REDWOOD CITY, CA, 94063, 6503969500 - 10,530,000 ($15,268,500.00) Equity, (File 333-105390 - May. 19) (BR. 01) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ABFS MORT LOAN TRUST 2002-4 MORT PASS DE X X 05/15/03 ACCREDITED HOME LENDERS INC DE X X 05/19/03 ACCREDO HEALTH INC DE X X 05/05/03 AMEND AGILENT TECHNOLOGIES INC DE X 05/19/03 ALAMOSA HOLDINGS INC DE X X 05/15/03 AMERICAN BANK NOTE HOLOGRAPHICS INC DE X X 05/14/03 AMERICAN HOMEPATIENT INC DE X X 05/19/03 AMERICAN OIL & GAS INC NV X 05/19/03 AMEND AMPEX CORP /DE/ DE X X 05/13/03 ARIAD PHARMACEUTICALS INC DE X X 05/19/03 ASTEC INDUSTRIES INC TN X X 05/14/03 ATLANTIC PREMIUM BRANDS LTD DE X X 05/14/03 AXIA GROUP INC/UT NV X X 05/19/03 BEAR STEARNS ASSET BACKED FUND INC WH DE X X 05/15/03 BERKSHIRE INCOME REALTY INC X X 05/15/03 BETA OIL & GAS INC NV X X 05/06/03 AMEND BLOUNT INTERNATIONAL INC DE X X 05/15/03 BOSTON BIOMEDICA INC MA X X 05/16/03 BUSINESSWAY INTERNATIONAL CORP FL X X 05/02/03 CACI INTERNATIONAL INC /DE/ DE X 05/19/03 CAMPBELL SOUP CO NJ X 05/19/03 CAP ROCK ENERGY CORP X X 05/19/03 CAPITAL TRUST INC MD X 05/16/03 CAPITOL REVOLVING HOME EQUITY LOAN TR MD X 05/20/03 CARNIVAL CORP DE X X 05/19/03 CARNIVAL PLC X X 05/19/03 CELERITEK INC/CA CA X X 05/18/03 CENTRAL BANCORP INC /MA/ MA X X 05/12/03 CENTURY REALTY TRUST IN X 05/13/03 CHASE FUNDING INC NY X X 05/19/03 CHECKERS DRIVE IN RESTAURANTS INC /DE DE X 05/12/03 CHECKPOINT SYSTEMS INC PA X 04/22/03 AMEND CHINA AUTOMOTIVE SYSTEMS INC DE X 03/05/03 AMEND CHIRON CORP DE X X 05/19/03 CITIZENS INC CO X X 05/14/03 COGNIGEN NETWORKS INC CO X 05/15/03 COLE NATIONAL CORP /DE/ DE X X 05/19/03 COLE NATIONAL GROUP INC DE X X 05/19/03 COMMODORE APPLIED TECHNOLOGIES INC DE X X 05/15/03 CONSOLIDATED EDISON INC NY X 05/16/03 CONSOLIDATED WATER CO LTD E6 X X 05/15/03 CONSUMER DIRECT OF AMERICA NV X 03/07/03 AMEND CONTINUCARE CORP FL X X 05/15/03 CORPORATE BOND BACKED CERT TR SER 199 DE X X 05/15/03 CREATIVE HOST SERVICES INC CA X X 05/16/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 05/19/03 CRIIMI MAE INC MD X 05/19/03 CYGNUS INC /DE/ DE X X 05/15/03 DA CONSULTING GROUP INC TX X X 05/16/03 DATA SYSTEMS & SOFTWARE INC DE X 05/15/03 DATATRAK INTERNATIONAL INC OH X X 05/13/03 DENDRITE INTERNATIONAL INC NJ X X 05/09/03 DIAMOND HILL INVESTMENT GROUP INC OH X 05/16/03 DIGEX INC/DE DE X X 05/15/03 DIGITAL POWER CORP CA X X 05/12/03 DIOMED HOLDINGS INC NV X X 05/15/03 AMEND DISTRIBUTION MANAGEMENT SERVICES INC X X 05/12/03 DOT HILL SYSTEMS CORP NY X X 05/17/03 DOTRONIX INC MN X 05/19/03 ELDER BEERMAN STORES CORP OH X 05/16/03 ELIZABETH ARDEN INC FL X X 05/19/03 ELKCORP DE X X 05/15/03 EXEGENICS INC DE X X 05/19/03 FAIRPOINT COMMUNICATIONS INC DE X X 05/18/03 FARMERS NATIONAL BANC CORP /OH/ OH X X 05/19/03 FIRST FEDERAL FINANCIAL CORPORATION O KY X 05/14/03 FIRST STATE BANCORPORATION NM X X 04/21/03 FLIGHT SAFETY TECHNOLOGIES INC NV X 05/15/03 FOOT LOCKER INC NY X X 05/19/03 FORTUNE BRANDS INC DE X X 05/19/03 FREQUENCY ELECTRONICS INC DE X X 05/19/03 GENAERA CORP DE X X 05/16/03 GEOCOM RESOURCES INC NV X 05/16/03 GEOWORKS /CA/ DE X X 05/15/03 GLOBAL PATH INC DE X X 09/24/02 GLOBAL PATH INC DE X X 12/11/02 GOODRICH PETROLEUM CORP DE X 05/16/03 GRILL CONCEPTS INC DE X X 05/14/03 GS MORTGAGE SECURITIES CORP DE X X 05/16/03 GULFTERRA ENERGY PARTNERS L P DE X X 05/16/03 HANOVER CAPITAL MORTGAGE HOLDINGS INC MD X X 05/12/03 HELEN OF TROY LTD X X 05/13/03 HEMACARE CORP /CA/ CA X 05/19/03 HEMAGEN DIAGNOSTICS INC DE X X 05/14/03 HIENERGY TECHNOLOGIES INC WA X 04/23/03 HISPANIC BROADCASTING CORP DE X X 05/19/03 HOST MARRIOTT CORP/ MD X X 05/14/03 HOST MARRIOTT L P DE X X 05/14/03 HYDROFLO INC X 03/31/03 I SECTOR CORP DE X 03/31/03 AMEND I TRAX INC DE X 05/14/03 INDEVUS PHARMACEUTICALS INC DE X X 05/13/03 INDUSTRIES INTERNATIONAL INC NV X X 03/10/03 AMEND INERGY L P X 05/19/03 INTEGRATED SECURITY SYSTEMS INC DE X 03/31/02 INTERLEUKIN GENETICS INC DE X X 05/13/03 AMEND INTERNATIONAL LEASE FINANCE CORP CA X 05/19/03 INTEVAC INC CA X X 05/19/03 INVERNESS MEDICAL INNOVATIONS INC DE X 05/15/03 ISTAR FINANCIAL INC MD X 05/16/03 JACO ELECTRONICS INC NY X 05/19/03 KESTREL ENERGY INC CO X X 05/05/03 KUSHNER LOCKE CO CA X 05/16/03 LASON INC DE X X 05/15/03 LCA VISION INC DE X X 05/19/03 LIFE PARTNERS HOLDINGS INC TX X 05/15/03 LIMITED BRANDS INC DE X 05/19/03 LONGS DRUG STORES CORP MD X 05/19/03 LOWES COMPANIES INC NC X X 05/02/03 MAGELLAN HEALTH SERVICES INC DE X 05/14/03 MALAN REALTY INVESTORS INC MI X 05/14/03 MCDERMOTT INTERNATIONAL INC R1 X X 05/13/03 MDC HOLDINGS INC DE X X 05/19/03 MEDTRONIC INC MN X X 05/19/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 05/15/03 MESTEK INC PA X 05/16/03 METLIFE INC DE X X 05/15/03 MIDWAY GAMES INC DE X X 05/16/03 MIDWEST BANC HOLDINGS INC DE X X 04/29/03 AMEND MINERA ANDES INC /WA X X 05/19/03 MK GOLD CO DE X 05/15/03 MOORE CORPORATION LTD X 05/19/03 MORGAN STANLEY ABS CAPITAL I INC DE X X 05/15/02 MORGAN STANLEY DEAN WITTER CAPITAL TR DE X 05/01/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 05/15/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 05/16/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 05/19/03 NEMATRON CORP MI X 05/16/03 NEW CENTURY EQUITY HOLDINGS CORP DE X X 05/14/03 NEW ENGLAND ACQUISITIONS INC FL X X 05/19/03 NEW PLAN EXCEL REALTY TRUST INC MD X X 05/14/03 NEWCOURT HOLDINGS INC FL X X X 05/02/03 NITTANY FINANCIAL CORP PA X X 05/19/03 NORDSTROM INC WA X 05/19/03 NORTHERN BORDER PARTNERS LP DE X X 05/19/03 NOVA INTERNATIONAL FILMS INC DE X 02/28/03 AMEND NOXSO CORP VA X X X X 05/14/03 NUCENTRIX BROADBAND NETWORKS INC DE X X 05/14/03 OPENTV CORP X 05/15/03 ORYX TECHNOLOGY CORP DE X X 05/19/03 AMEND OVERTURE SERVICES INC DE X X 04/21/03 AMEND OVERTURE SERVICES INC DE X X 04/25/03 AMEND PAC-WEST TELECOMM INC X 05/19/03 PAPA JOHNS INTERNATIONAL INC DE X X 05/15/03 PATRICK INDUSTRIES INC IN X X 05/16/03 PAYSTAR CORP NV X 05/14/03 AMEND PETCO ANIMAL SUPPLIES INC DE X X 05/19/03 PLANGRAPHICS INC CO X X 05/16/03 PLUMTREE SOFTWARE INC DE X 05/19/03 PMA CAPITAL CORP PA X X 05/19/03 PMI GROUP INC DE X X 05/16/03 PORTA SYSTEMS CORP DE X 05/15/03 POTOMAC BANCSHARES INC WV X X 05/19/03 POWERCERV CORP FL X X X 05/05/03 PREDICTIVE SYSTEMS INC DE X X 05/16/03 PREMIER BANCORP INC /PA/ PA X X 05/19/03 PRESIDION CORP FL X X X 05/15/03 PSC INC NY X X 04/25/03 RAVEN INDUSTRIES INC SD X X 05/19/03 REGAL ENTERTAINMENT GROUP DE X X 05/19/03 REPUBLIC BANCORP INC MI X 05/16/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 05/19/03 RESIDENTIAL ASSET SECURITIES CORP DE X X 05/19/03 RESOURCE BANKSHARES CORP VA X 05/19/03 RIDGEWOOD HOTELS INC DE X X 05/01/03 AMEND ROXIO INC DE X X 05/19/03 ROYSTER-CLARK INC DE X X 05/19/03 SAFECO CORP WA X 05/19/03 SEARCHHOUND COM INC NV X 05/19/03 SEVEN SEAS PETROLEUM INC B0 X X X 05/02/03 SHOE PAVILION INC DE X 05/13/03 SMARTIRE SYSTEMS INC X 05/19/03 SOUTH FINANCIAL GROUP INC SC X X 05/16/03 SOUTHERN NATURAL GAS CO DE X X 05/17/03 AMEND SPATIALIZER AUDIO LABORATORIES INC DE X X 05/12/03 SPECTRX INC DE X X 03/21/03 AMEND SPECTRX INC DE X 04/04/03 AMEND SPEEDWAY MOTORSPORTS INC DE X X 05/16/03 SPHERION CORP DE X 05/19/03 SPIEGEL INC DE X 05/19/03 STORAGE COMPUTER CORP DE X X 05/16/03 STREICHER MOBILE FUELING INC FL X X 05/15/03 STRUCTURED ASSET SEC CORP II COM MORT X 05/01/03 STRUCTURED ASSET SEC CORP MORT PASS T DE X 05/19/03 STRUCTURED PRODUCTS CORP DE X X 05/19/03 SUPERCONDUCTIVE COMPONENTS INC OH X X 05/19/03 TETON PETROLEUM CO DE X 05/15/03 TEXAS INDUSTRIES INC DE X X X 05/19/03 TNP ENTERPRISES INC TX X X 05/15/03 TODAYS MAN INC PA X X 02/01/03 TOYS R US INC DE X X 05/19/03 TRAILER BRIDGE INC X 05/14/03 TRIARC COMPANIES INC DE X X 05/19/03 TRICO MARINE SERVICES INC DE X X 05/16/03 TYLER TECHNOLOGIES INC DE X X 05/16/03 UNITED RETAIL GROUP INC/DE DE X 05/15/03 USI HOLDINGS CORP DE X X 05/15/03 UWHARRIE CAPITAL CORP NC X 04/15/03 VERINT SYSTEMS INC X X 05/19/03 VICURON PHARMACEUTICALS INC DE X X 05/13/03 VIE FINANCIAL GROUP INC DE X X 05/15/03 VIEW SYSTEMS INC FL X 05/08/03 VISKASE COMPANIES INC DE X 05/16/03 VISKASE COMPANIES INC DE X 05/16/03 VISUAL DATA CORP FL X X 05/14/03 VISX INC DE X X 05/15/03 AMEND VULCAN MATERIALS CO NJ X 05/19/03 W3 GROUP INC CO X X 05/07/03 WABASH NATIONAL CORP /DE DE X X 05/19/03 WATTS INDUSTRIES INC DE X 05/19/03 WAYPOINT FINANCIAL CORP PA X X 05/12/03 WEIRTON STEEL CORP DE X X 05/19/03 WILLIAMS COMPANIES INC DE X 05/16/03 XEROX CORP NY X 05/12/03 XO COMMUNICATIONS INC DE X X 05/15/03